SunLink Health Systems, Inc. (NYSE MKT: SSY)
today confirmed that it is offering to purchase for cash all of its common shares held by holders of 99 or fewer shares of SunLink as of a January 31, 2013 record date, in a tender offer at a purchase price of $1.50 per share. The Offer price represents a premium of approximately 19% to the closing price of the Company’s common shares of $1.26 on the NYSE Amex Equities stock exchange as of the close of business on February 4, 2013, the initial date of the Offer. In addition to the $1.50 per share purchase price, SunLink confirmed it is offering each tendering holder of 99 or fewer shares a $100 bonus upon completion of the Offer for properly executed tenders of all shares beneficially owned by such holder which are received and not withdrawn prior to the Expiration Time of the Offer. SunLink confirmed that the cash bonus is being offered on a
per holder basis
to incentivize each odd lot shareholder to tender their shares. In connection with the Offer, SunLink stated that if the results of the Offer allow, it intends to deregister and delist its common shares and take the Company private.
As of January 31, 2013, SunLink had 502 shareholders of record and, of those shareholders, 235 shareholders of record held fewer than 100 shares. Based on a list of non-objecting beneficial owners, SunLink estimates that it has approximately 134 additional odd lot holders. The Company estimates its odd lot holders hold approximately 12,000 SunLink common shares or less than 1% of SunLink’s outstanding common shares. As of January 31, 2013, there were 9,446,039 SunLink common shares issued and outstanding. SunLink plans to use cash on hand to pay for shares purchased under the Offer as well as the cash bonus payments. If all the holders of 99 or fewer shares tender their shares, SunLink estimates the aggregate cost of the Offer would be approximately $199,000, including an estimated aggregate purchase price for the odd lot shares of approximately $18,000, estimated aggregate bonus payments of approximately $38,000 and estimated fees and expenses of approximately $143,000.